Exhibit 10-6-1
                             FIRST AMENDMENT TO THE
                               EXEL0N CORPORATION
                          1989 LONG TERM INCENTIVE PLAN


The Exelon Corporation Long Term Incentive Plan, as amended and restated,
effective October 20, 2000 (the "Plan"), is hereby further amended, effective
October 20, 2000, as follows:

                                        I

         The name of the Plan is hereby amended to be the Exelon Corporation
Long Term Incentive Plan.

                                       II

         Section 5(e)(i) is amended to read as follows:

         "(e)     Termination of Employment, Disability or Death.

              (i) If a Grantee's  employment by the Company terminates by reason
         of  Retirement,   death  or  Disability,  then  on  the  date  of  such
         Retirement, death or Disability, any Option held by such Grantee shall,
         notwithstanding  Section 5(d) hereof,  become  exercisable as to all of
         the shares of Company  Stock  remaining  subject to such Option and may
         (1) in the cases of  Retirement  or  Disability,  be  exercised by such
         Grantee  or his or her  legal  representative,  Successor  Grantee  (as
         defined in Section 12(a)) or permitted transferees, as the case may be,
         until 11:59 p.m. (CST or CDT, as applicable)  on the fifth  anniversary
         of the Grantee's  Retirement or termination of employment on account of
         Disability or, if earlier,  the last day of the term of such Option, or
         (2) in the  case  of  death,  be  exercised  by  such  Grantee's  legal
         representative, Successor Grantee or permitted transferees, as the case
         may be,  until  11:59 p.m.  (CST or CDT,  as  applicable)  on the third
         anniversary  of the date of death or, if  earlier,  the last day of the
         term of such Option."


                                       III

         Section 5(e)(iv) is amended to read as follows:

         "(e)     Termination of Employment, Disability or Death.

              (iv)  Notwithstanding  any  provision  of the  Plan  or any  Grant
Instrument to the contrary,  if, within 24 months following a Change in Control,
Grantee's  employment is terminated (i) by the Company other than for Cause,  or
(ii) by the Grantee  for Good  Reason,  outstanding  Options  shall  immediately
become fully  exercisable  and may thereafter be exercised by the Grantee or his
or her legal representative,  Successor Grantee or permitted transferees, as the
case may be,  until the last day of the term of the Option;  provided,  however,
that a termination  of employment  with the Company or a subsidiary  thereof and
immediate  reemployment  by an entity  which  purchases  or  otherwise  acquires
Company  assets shall not be a termination  of employment  within the meaning of
this Section 5(e)(iv)."



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                                       IV

Except as herein amended, the Plan shall remain in full force and effect.

Executed this 22nd day of December, 2000.



                                       EXELON CORPORATION



                                       By: /s/ S. Gary Snodgrass
                                           ------------------------
                                           S. Gary Snodgrass
                                           Senior Vice President